SEC Info - Intercontinental Exchange, Inc. - ‘10-K’ for 12/31/18

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Intercontinental Exchange, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.35’

On: Thursday, 2/7/19, at 8:32am ET · For: 12/31/18 · Accession #: 1571949-19-3 · File #: 1-36198

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/07/19  Intercontinental Exchange, Inc.   10-K       12/31/18  126:20M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.81M 
 2: EX-10.34    Material Contract                                   HTML     81K 
 3: EX-10.35    Material Contract                                   HTML     81K 
 4: EX-10.36    Material Contract                                   HTML     81K 
 5: EX-21.1     Subsidiaries List                                   HTML     41K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     36K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
17: R1          Document and Entity Information                     HTML     68K 
18: R2          Consolidated Balance Sheets                         HTML    160K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
20: R4          Consolidated Statements of Income                   HTML    131K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     75K 
22: R6          Consolidated Statements of Comprehensive Income     HTML     45K 
                (Parenthetical)                                                  
23: R7          Consolidated Statements of Changes in Equity,       HTML    156K 
                Accumulated Other Comprehensive Income (Loss) and                
                Redeemable Non-Controlling Interest                              
24: R8          Consolidated Statements of Cash Flows               HTML    152K 
25: R9          Description of Business                             HTML     40K 
26: R10         Summary of Significant Accounting Policies          HTML    157K 
27: R11         Acquisitions and Divestitures                       HTML     63K 
28: R12         Investments                                         HTML     44K 
29: R13         Revenue Recognition                                 HTML    194K 
30: R14         Short-Term and Long-Term Restricted Cash and Cash   HTML     45K 
                Equivalents                                                      
31: R15         Property and Equipment                              HTML     58K 
32: R16         Goodwill and Other Intangible Assets                HTML     96K 
33: R17         Deferred Revenue                                    HTML    194K 
34: R18         Debt                                                HTML     86K 
35: R19         Share-Based Compensation                            HTML    119K 
36: R20         Equity                                              HTML    110K 
37: R21         Income Taxes                                        HTML    178K 
38: R22         Clearing Operations                                 HTML    258K 
39: R23         Commitments and Contingencies                       HTML     55K 
40: R24         Pension and Other Benefit Programs                  HTML    215K 
41: R25         Fair Value Measurements                             HTML     45K 
42: R26         Segment Reporting                                   HTML    174K 
43: R27         Earnings Per Common Share                           HTML     60K 
44: R28         Quarterly Financial Data (Unaudited)                HTML     83K 
45: R29         Subsequent Events                                   HTML     36K 
46: R30         Summary of Significant Accounting Policies          HTML    239K 
                (Policies)                                                       
47: R31         Summary of Significant Accounting Policies          HTML     94K 
                (Tables)                                                         
48: R32         Revenue Recognition (Tables)                        HTML    122K 
49: R33         Property and Equipment (Tables)                     HTML     56K 
50: R34         Goodwill and Other Intangible Assets (Tables)       HTML     94K 
51: R35         Deferred Revenue (Tables)                           HTML     91K 
52: R36         Debt (Tables)                                       HTML     69K 
53: R37         Share-Based Compensation (Tables)                   HTML    107K 
54: R38         Equity Equity (Tables)                              HTML    105K 
55: R39         Income Taxes (Tables)                               HTML    173K 
56: R40         Clearing Operations (Tables)                        HTML    247K 
57: R41         Commitments and Contingencies (Tables)              HTML     42K 
58: R42         Pension and Other Benefit Programs (Tables)         HTML    222K 
59: R43         Segment Reporting (Tables)                          HTML    171K 
60: R44         Earnings Per Common Share (Tables)                  HTML     58K 
61: R45         Quarterly Financial Data (Unaudited) (Tables)       HTML     83K 
62: R46         Description of Business (Details)                   HTML     36K 
63: R47         Summary of Significant Accounting Policies -        HTML     83K 
                Narrative (Details)                                              
64: R48         Summary of Significant Accounting Policies -        HTML     44K 
                Allowance for Doubtful Accounts Rollforward                      
                (Details)                                                        
65: R49         Summary of Significant Accounting Policies -        HTML     89K 
                Revenue Recognition, New Accounting Guidance ASC                 
                606 (Details)                                                    
66: R50         Acquisitions and Divestitures - Narrative           HTML    254K 
                (Details)                                                        
67: R51         Investments (Details)                               HTML     72K 
68: R52         Revenue Recognition - Narrative (Details)           HTML     62K 
69: R53         Revenue Recognition - Schedule of Revenue           HTML     96K 
                Recognition (Details)                                            
70: R54         Short-Term and Long-Term Restricted Cash and Cash   HTML     61K 
                Equivalents - Narrative (Details)                                
71: R55         Property and Equipment - Schedule of Property and   HTML     72K 
                Equipment (Details)                                              
72: R56         Property and Equipment - Narrative (Details)        HTML     42K 
73: R57         Goodwill and Other Intangible Assets - Schedule of  HTML     46K 
                Goodwill Rollforward (Details)                                   
74: R58         Goodwill and Other Intangible Assets - Schedule of  HTML     44K 
                Other Intangible Rollforward (Details)                           
75: R59         Goodwill and Other Intangible Assets - Narrative    HTML     45K 
                (Details)                                                        
76: R60         Goodwill and Other Intangible Assets - Schedule of  HTML     91K 
                Intangible Assets and Related Accumulated                        
                Amortization (Details)                                           
77: R61         Goodwill and Other Intangible Assets - Schedule of  HTML     50K 
                Expected Future Amortization Expense (Details)                   
78: R62         Deferred Revenue - Narrative (Details)              HTML     46K 
79: R63         Deferred Revenue - Schedule of Changes in Deferred  HTML     58K 
                Revenue (Details)                                                
80: R64         Deferred Revenue - Schedule of Deferred Revenue     HTML     62K 
                Estimate (Details)                                               
81: R65         Debt - Total Debt Schedule (Details)                HTML     76K 
82: R66         Debt - Narrative (Details)                          HTML    138K 
83: R67         Debt - Schedule of Debt Repayment (Details)         HTML     61K 
84: R68         Share-Based Compensation - Narrative (Details)      HTML    122K 
85: R69         Share-Based Compensation - Stock Option Activity    HTML     59K 
                (Details)                                                        
86: R70         Share-Based Compensation - Details of Stock         HTML     59K 
                Options (Details)                                                
87: R71         Share-Based Compensation - Valuation Assumptions    HTML     47K 
                (Details)                                                        
88: R72         Share-Based Compensation - Nonvested Restricted     HTML     61K 
                Stock Activity (Details)                                         
89: R73         Equity Equity - Narrative (Details)                 HTML     61K 
90: R74         Equity Equity - Schedule of Repurchased Shares      HTML     49K 
                (Details)                                                        
91: R75         Equity Equity - Schedule of Dividends Declared      HTML     42K 
                (Details)                                                        
92: R76         Income Taxes - Income Before Income Taxes and       HTML     75K 
                Income Tax Provision (Details)                                   
93: R77         Income Taxes - Reconciliation of US Statutory       HTML     55K 
                Federal Income Tax Rate To Effective Income Tax                  
                Rate (Details)                                                   
94: R78         Income Taxes - Narrative (Details)                  HTML    100K 
95: R79         Income Taxes - Schedule of Deferred Tax Assets and  HTML     87K 
                Liabilities (Details)                                            
96: R80         Income Taxes - Deferred Income Tax Valuation        HTML     43K 
                Allowance Reconciliation (Details)                               
97: R81         Income Taxes - Reconciliation of Beginning and      HTML     52K 
                Ending Amount of Unrecognized Tax Benefits                       
                (Details)                                                        
98: R82         Clearing Operations - Narrative (Details)           HTML     74K 
99: R83         Clearing Operations - Guaranty Fund Contributions   HTML     54K 
                (Details)                                                        
100: R84         Clearing Operations - Cash and Cash Equivalents     HTML     63K  
                Deposits (Details)                                               
101: R85         Clearing Operations - Separate Cash Accounts        HTML     72K  
                (Details)                                                        
102: R86         Clearing Operations - Assets Pledged by Clearing    HTML     67K  
                Members (Details)                                                
103: R87         Clearing Operations - Cash as Collateral with NGX   HTML     39K  
                (Details)                                                        
104: R88         Commitments and Contingencies - Narrative           HTML     52K  
                (Details)                                                        
105: R89         Commitments and Contingencies - Future Minimum      HTML     54K  
                Lease Payments (Details)                                         
106: R90         Pension and Other Benefit Programs - Narrative      HTML     76K  
                (Details)                                                        
107: R91         Pension and Other Benefit Programs - Fair Value Of  HTML     87K  
                Plan Assets (Details)                                            
108: R92         Pension and Other Benefit Programs - Benefit        HTML     80K  
                Obligations and Fair Value of Plan Assets                        
                (Details)                                                        
109: R93         Pension and Other Benefit Programs - Components of  HTML     46K  
                Pension Plan Expense (Benefit) (Details)                         
110: R94         Pension and Other Benefit Programs - Projected      HTML     47K  
                Plan Payments (Details)                                          
111: R95         Pension and Other Benefit Programs - Change to US   HTML     81K  
                Operations SERP Benefit Obligation (Details)                     
112: R96         Pension and Other Benefit Programs - Weighted       HTML     50K  
                Average Assumptions (Details)                                    
113: R97         Pension and Other Benefit Programs - Benefit        HTML     62K  
                Obligation, Benefits Paid During the Period,                     
                Accrued Benefit Cost (Details)                                   
114: R98         Pension and Other Benefit Programs - Payments       HTML     52K  
                Projected Based on Actuarial Assumptions (Details)               
115: R99         Pension and Other Benefit Programs - Assumed        HTML     44K  
                Health Care Cost Trend (Details)                                 
116: R100        Pension and Other Benefit Programs - Effect on      HTML     48K  
                Accumulated Other Comprehensive Income (Details)                 
117: R101        Fair Value Measurements - Narrative (Details)       HTML     63K  
118: R102        Segment Reporting - Narrative (Details)             HTML     77K  
119: R103        Segment Reporting - Schedule of Segment Reporting   HTML    139K  
                Information (Details)                                            
120: R104        Segment Reporting - Schedule of Segment             HTML     56K  
                Information by Geography (Details)                               
121: R105        Earnings Per Common Share - Reconciliation of       HTML     65K  
                Basic and Diluted Earnings Per Common Share                      
                (Details)                                                        
122: R106        Earnings Per Common Share - Narrative (Details)     HTML     45K  
123: R107        Quarterly Financial Data (Unaudited) (Details)      HTML     79K  
125: XML         IDEA XML File -- Filing Summary                      XML    227K  
124: EXCEL       IDEA Workbook of Financial Reports                  XLSX    172K  
11: EX-101.INS  XBRL Instance -- ice-20181231                        XML   5.62M 
13: EX-101.CAL  XBRL Calculations -- ice-20181231_cal                XML    358K 
14: EX-101.DEF  XBRL Definitions -- ice-20181231_def                 XML   1.17M 
15: EX-101.LAB  XBRL Labels -- ice-20181231_lab                      XML   2.91M 
16: EX-101.PRE  XBRL Presentations -- ice-20181231_pre               XML   1.77M 
12: EX-101.SCH  XBRL Schema -- ice-20181231                          XSD    311K 
126: ZIP         XBRL Zipped Folder -- 0001571949-19-000003-xbrl      Zip    469K

‘EX-10.35’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

EXHIBIT 10.35

AIRCRAFT TIME SHARING AGREEMENT

THIS AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”), is made and entered into this 6th day of February, 2019, by and between INTERCONTINENTAL EXCHANGE HOLDINGS, INC., a Delaware corporation (the “Operator” or the “Company”), and Benjamin R. Jackson (the “Passenger”).

RECITALS

WHEREAS, Operator is the beneficial owner, operator or lessor of the aircraft (individually and/or collectively, as the case may be, the “Aircraft”) listed on Schedule A hereto, which may be updated from time to time to reflect changes to the available Aircraft, for business use by employees and non-employee directors of the Company in accordance with 14 C.F.R. Part 91of the Federal Aviation Regulations (as found at 14 C.F.R. Parts 1-199 generally, the “FAR”) and the Company’s internal policies regarding the use of corporate aircraft (the “Aircraft Policy”);

WHEREAS, Operator has the right and lawful authority to enter into time sharing agreements, as provided in §91.501 of the FAR, to provide its senior executives with personal travel consistent with the Company’s Aircraft Policy;

WHEREAS, Operator has agreed to make the Aircraft, with flight crew, when the Aircraft and flight crew are not otherwise needed for business purposes, available to Passenger for Passenger’s personal travel in accordance with the Aircraft Policy on a non-exclusive time-sharing basis in accordance with §91.501 of the FAR; and

WHEREAS, Passenger agrees to reimburse the Operator for all personal use of the Aircraft as permitted under the FAR and as pursuant to the terms of this Agreement, which sets forth the understanding of the parties.

NOW THEREFORE, Operator and Passenger declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1.Provision of Aircraft and Crew. Subject to Aircraft availability, Operator (or its designee or affiliate) agrees to provide to Passenger the Aircraft and flight crew on a time sharing basis in accordance with the provisions of FAR Part 91, including §§ 91.501(b)(6), 91.501(c)(1) and 91.501(d) of the FAR. Operator shall provide, at its sole expense, qualified flight crew for all flight operations under this Agreement. If Operator is no longer the operator of any of the Aircraft, Schedule A shall be deemed amended to delete any reference to such Aircraft and this Agreement shall be terminated as to such Aircraft but shall remain in full force and effect with respect to each of the other Aircraft identified thereon, if any. No such termination shall affect any of the rights and obligations of the parties accrued or incurred prior to such termination. If Operator becomes the operator of any aircraft not listed on Schedule A hereto, Schedule A shall be modified to include such aircraft as an Aircraft covered by this Agreement, and thereafter this Agreement shall remain

ICE Time Sharing Agreement Page 1

in full force and effect with respect to such Aircraft and each of the other Aircraft identified thereon, if any.

2.Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue until terminated by either party on written notice to the other party, such termination to become effective 30 days from the date of the notice; provided, however, that this Agreement shall terminate automatically on the date that the Passenger’s employment with the Company ceases, and provided further that this Agreement may be terminated by Operator on such shorter notice as may be required for Operator to comply with applicable law, regulations, the requirements of any financial institution with a security or other interest in the Aircraft, insurance requirements, or in the event the insurance required hereunder is not in full force and effect. Notwithstanding the foregoing, any provisions directly or indirectly related to Passenger’s payment obligations for flights completed prior to the date of termination and the limitation of liability provisions in Section 10 shall survive the termination of this Agreement.

3.Reimbursement of Expenses. In accordance with and pursuant to the terms of Company’s Corporate Aircraft Policy, for each Trip or Round Trip (as such terms are defined below) conducted under this Agreement, Passenger shall pay Operator an amount (as determined by Operator) equal to the actual expenses of operating such Trip as such amount may be computed under the disclosure rules of the Securities Exchange Act of 1934, as amended (to include non-occupied legs, or “dead-head” flights, needed by Operator to position the aircraft for business use); provided, however, that the amounts reimbursed under this Section 3 shall not in any event exceed the sum of the following expenses as permitted pursuant to FAR § 91.501(d):


a.	Fuel, oil, lubricants, and other additives;


b.	Travel expenses of the crew, including food, lodging, and ground transportation;


c.	Hangar and tie-down costs away from the Aircraft’s base of operation;


d.	Insurance obtained for the specific flight as per Section 8(b);


e.	Landing fees, airport taxes, and similar assessments;


f.	Customs, foreign permit, and similar fees directly related to the flight;


g.	In-flight food and beverages;


h.	Passenger ground transportation;


i.	Flight planning and weather contract services; and


j.	An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.

ICE Time Sharing Agreement Page 2

The term “Trip” shall mean a flight from a departure point to a single destination. A “Round Trip” shall mean a flight from a departure point to one destination and back to the same departure point. In the event that Passenger travels from a departure point to multiple destinations, Operator will provide a separate invoice or such other documentation as reasonably agreed upon by Operator and Passenger for each Trip. All costs of repositioning an aircraft to accommodate a Trip shall be included on the invoice related to such Trip.

4.Invoicing and Payment. All payments to be made to Operator by Passenger hereunder shall be paid in the manner set forth in this Section 4. Operator will pay, or cause to be paid, all expenses related to the operation of the Aircraft hereunder in the ordinary course. Within 30 days of the end of each Trip or Round Trip, Operator shall provide or cause to be provided to Passenger an invoice showing all personal use of the Aircraft by Passenger pursuant to this Agreement during that Trip or Round Trip and a complete accounting detailing all amounts that are payable by Passenger pursuant to Section 3 for that Trip or Round Trip (plus applicable domestic or international air transportation excise taxes, and any other fees, taxes or charges assessed on passengers by and remitted to a government agency or airport authority). Passenger shall pay all amounts due under the invoice in a manner reasonably acceptable to Operator not later than 30 days after receipt thereof. In the event Operator has not received all supplier invoices for reimbursable charges relating to such Trip or Round Trip prior to such invoicing, Operator shall issue a supplemental invoice(s) for such charge(s) to Passenger, and Passenger shall pay each supplemental invoice within 30 days after receipt thereof.

5.Flight Requests. Passenger shall provide the Operator’s aviation department or designated point of contact with Trip requests for Passenger’s personal travel to be undertaken pursuant to this Agreement and proposed flight schedules as far in advance of Passenger’s desired departure as possible, and at least 24 hours prior to Passenger’s planned departure or as may be required by law. The advance notice requirement in this Section 5 may be waived by Operator in its discretion. All flight requests for travel under this Agreement shall be in accordance with all reasonable policies established by Operator. Flight requests shall be made by Passenger in a form that is acceptable to Operator. Operator shall have sole and exclusive authority over the scheduling of the Aircraft. Operator shall not be liable to Passenger or any other person for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason. In addition to requested schedules and departure times, Passenger shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by Operator or its flight crew:


a.	Departure point;


b.	Destination;


c.	Date and time of flight;


d.	Number and identity of anticipated passengers;

ICE Time Sharing Agreement Page 3


e.	Date and time of return flight, if any; and


f.	Any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.

6.Operational Authority and Control.


a.	Operator (or its designee or affiliate) shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights under this Agreement, and shall retain full authority and control, including exclusive operational control and exclusive possession, command and control of the Aircraft for all flights under this Agreement.

Operator (or its designee or affiliate) shall furnish a fully qualified flight crew with appropriate credentials to conduct each flight undertaken under this Agreement and included on the insurance policies that Operator is required to maintain hereunder. In accordance with applicable FAR, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Passenger specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition that in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action that in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Passenger or any other person for loss, injury, damage or delay. Operator’s operation of the Aircraft hereunder shall be strictly within the guidelines and policies established by Operator and FAR Part 91.

Subject to Aircraft and crew availability, Operator shall use its good faith efforts, consistent with its approved policies, to accommodate Passenger’s needs and avoid conflicts in scheduling. Although every good faith effort shall be made to avoid its occurrence, any flights scheduled under this Agreement are subject to cancellation by either party without incurring liability to the other party. In the event of a cancellation, the canceling party shall provide the maximum notice reasonably practicable.


d.	In the absence of another flight scheduled on the aircraft by Passenger or another scheduled business trip, the Aircraft may remain at the destination until its next required use. If the next use of the Aircraft is a business use,

ICE Time Sharing Agreement Page 4

Operator shall not charge the Passenger for expenses associated with hangar and tie-down costs away from the Aircraft’s base of operation; if, however, the next use of the Aircraft is by Passenger, Operator shall have the option of returning the Aircraft to its base of operations or permitting it to remain at the destination. In either event, Passenger shall pay for the associated costs.

7.Aircraft Maintenance. Operator (or its designee or affiliate) shall, at its own expense, cause the Aircraft to be inspected, maintained, serviced, repaired, overhauled, and tested in accordance with FAR Part 91 so that the Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification and shall take such requirements into account in scheduling the Aircraft hereunder, including but not limited compliance with applicable airworthiness directives and service bulletins. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such delay or postponement is consistent with the sound discretion of the pilot-in-command. In the event that any non-standard maintenance is required during the term and will interfere with Passenger’s requested or scheduled flights, Operator, or Operator’s pilot-in-command, shall notify Passenger of the maintenance required, the effect on the ability to comply with Passenger’s requested or scheduled flights and the manner in which the parties will proceed with the performance of such maintenance and conduct of such flight(s). In no event shall Operator be liable to Passenger or any other person for loss, injury or damage occasioned by the delay or failure to furnish the Aircraft under this Agreement, whether or not maintenance-related.

8.Insurance.

Operator, at its expense, will maintain or cause to be maintained in full force and effect throughout the Term of this Agreement an aviation liability and hull insurance policy including: aviation liability insurance against bodily injury and property damage claims arising out of the use of the Aircraft in an amount not less than $100 Million for each occurrence; and hull insurance for the Aircraft in amounts determined by Operator at its sole discretion. The aviation liability coverage shall include Passenger as an insured, and include a severability of interest provision providing that the insurance shall apply separately to each insured against whom a claim is made, except as respects the limits of liability. The aviation liability and hull insurance coverage shall include provisions whereby the insurer(s) waive all rights of subrogation they may have or acquire against Passenger and shall permit the use of the Aircraft by Operator for compensation or hire as provided in §91.501 of the FAR.


b.	Operator shall use reasonable commercial efforts to provide such additional insurance for specific flights under this Agreement as Passenger may reasonably request. Passenger acknowledges that any trips scheduled to areas

ICE Time Sharing Agreement Page 5

not currently covered by existing policies may require Operator to purchase additional insurance to comply with applicable regulations, and Operator shall be required to maintain or cause to be maintained such additional insurance. The cost of all flight-specific insurance shall be borne by Passenger as provided in Section 3(d) above.

9.Use of Aircraft. Passenger warrants that:


a.	Passenger has all necessary powers to enter into the transactions contemplated in this Agreement and has taken actions required to authorize and approve this Agreement;


b.	Passenger will use the Aircraft under this Agreement for and only for its own account, including the carriage of its guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire or for common carriage;

Passenger will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his actions or inactions, and shall not attempt to convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;


d.	During the Term of this Agreement, Passenger will abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft by a lessee under a time sharing arrangement and all applicable policies of Operator; and

Passenger acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: such origin and destination, and the routes to reach such origin and destination, are not within or over (i) an area of hostilities, (ii) an area excluded from coverage under the insurance policies maintained by Operator with respect to the Aircraft, or (iii) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Section 1700 et seq., and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.

10.Limitation of Liability. NEITHER OPERATOR (NOR ITS AFFILIATES) MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY

ICE Time Sharing Agreement Page 6

WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE. IN NO EVENT SHALL OPERATOR OR ITS AFFILIATES BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO PASSENGER OR ITS EMPLOYEES, AGENTS OR GUESTS FOR ANY CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER IT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, LOSS OR EXPENSE. The provisions of this Section 10 shall survive the termination or expiration of this Agreement.

11.Base of Operations. For purposes of this Agreement, the base of operation of the Aircraft is Atlanta, Georgia, provided that such base may be changed at Operator’s sole discretion upon notice from Operator to Passenger.

12.Notices and Communications. All notices and other communications under this Agreement shall be in writing (except as permitted in Section 5) and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by personal delivery, by facsimile or electronic mail (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:



If to Operator:		Intercontinental Exchange Holdings, Inc.
		5660 New Northside Drive
		Atlanta, GA 30328
		Attn: Legal Department
		Facsimile: 770-937-0020
		E-mail: Andrew.Surdykowski@theice.com

If to Passenger:		Benjamin R. Jackson
		5660 New Northside Drive
		Atlanta, GA 30328
		Facsimile: 770-937-0020
		E-mail: Benjamin.Jackson@theice.com

or, to such other person or address as either party may from time to time designate in writing to the other party.

13.Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, and there are no representations, warranties, rights,

ICE Time Sharing Agreement Page 7

obligations, liabilities, conditions, covenants, or agreements relating to such subject matter that are not expressly set forth herein. There are no third-party beneficiaries of this Agreement.

14.Further Acts. Operator and Passenger shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be reasonably necessary (i) to carry out the intent and purpose of this Agreement, and (ii) to establish, maintain and protect the respective rights and remedies of the other party.

15.Successors and Assigns. Passenger shall not have the right to assign, transfer or pledge this Agreement. This Agreement shall be binding on the parties hereto and their respective heirs, executors, administrators, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise provided herein, their respective heirs, executors, administrators, other legal representatives, successors and permitted assigns.

16.Taxes. Passenger shall be responsible for paying, and Operator shall be responsible for collecting from Passenger and paying over to the appropriate authorities, all applicable Federal excise taxes imposed under IRC §4261 and all sales, use and other excise taxes imposed by any authority in connection with the use of the Aircraft by Passenger hereunder.

17.Governing Law and Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Georgia, without regard to its choice of law principles. The parties hereby consent and agree to submit to the exclusive jurisdiction and venue of any state or federal court in Georgia in any proceedings hereunder, and each hereby waives any objection to any such proceedings based on improper venue or forum non-conveniens or similar principles. The parties hereto hereby further consent and agree to the exercise of such personal jurisdiction over them by such courts with respect to any such proceedings, waive any objection to the assertion or exercise of such jurisdiction and consent to process being served in any such proceedings in the manner provided for the giving of notices hereunder.

18.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

19.Amendment or Modification. This Agreement may be amended, modified or terminated only in writing duly executed by the parties hereto.

20.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement, binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. Each party may transmit its signature by facsimile, and any faxed counterpart of this Agreement shall have the same force and effect as a manually-executed original.

[signatures and truth-in-leasing notice follows]

ICE Time Sharing Agreement Page 8

21.Truth-in-Leasing Compliance. Operator, on behalf of Passenger, shall (i) deliver a copy of this Agreement to the Federal Aviation Administration, Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, Oklahoma 73125 within 24 hours of its execution, (ii) notify the appropriate Flight Standards District Office at least 48 hours prior to the first flight under this Agreement of the registration number of the Aircraft, and the location of the airport of departure and departure time for such flight, and (iii) carry a copy of this Agreement onboard the Aircraft at all times when the Aircraft is being operated under this Agreement.

22.TRUTH-IN-LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS.

OPERATOR HAS REVIEWED THE AIRCRAFT’S MAINTENANCE RECORDS AND OPERATING LOGS AND HAS FOUND THAT, DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE FAR, AND OPERATOR AND PASSENGER FURTHER CERTIFY THAT OPERATOR WILL MAINTAIN, INSPECT AND OPERATE THE AIRCRAFT UNDER FAR PART 91 FOR ALL OPERATIONS TO BE CONDUCTED UNDER AGREEMENT. OPERATOR, WHO IS:



NAME (For Operator):		Intercontinental Exchange Holdings, Inc.
ADDRESS:		5660 New Northside Drive
		Atlanta, GA 30328

FURTHER CERTIFIES THAT OPERATOR AND NOT PASSENGER IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT, AND THAT OPERATOR UNDERSTANDS OPERATOR’S RESPONSIBILITIES FOR COMPLIANCE WITH THE APPLICABLE FAR. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FAR CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. The persons signing below warrant their authority to sign.



	Intercontinental Exchange Holdings, Inc.	Benjamin R. Jackson

By:	/s/ *Andrew J. Surdykowski*	/s/ *Benjamin R. Jackson*
Name:	Andrew J. Surdykowski	Individually
Title:	General Counsel

A legible copy of this Agreement shall be kept in the Aircraft for all operations conducted hereunder.

ICE Time Sharing Agreement Page 9

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/03/22  Intercontinental Exchange, Inc.   10-K       12/31/21  133:28M
 2/04/21  Intercontinental Exchange, Inc.   10-K       12/31/20  135:28M
 8/19/20  Intercontinental Exchange, Inc.   424B2                  1:640K                                   Donnelley … Solutions/FA
 8/17/20  Intercontinental Exchange, Inc.   424B5                  1:634K                                   Donnelley … Solutions/FA

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